In your letter dated June 18, 2002, as supplemented by conversations
with the staff, you request on behalf of J.P. Morgan Securities Inc. (the
"Lead Manager"), an exemption from Rule 101 of Regulation M under the
Exchange Act to permit the Lead Manager, the other underwriters expected
to act as distribution participants (together with the Lead Manager, the
"Distribution Participants"), and their respective affiliates, to act as
market makers in ações preferenciais, without par value ("Preferred
Shares") and American Depositary Shares ("ADSs"), each representing 500
Preferred Shares, of Votorantim Celulose e Papel S.A. ("VCP") while they
are participating in a global offering of Preferred Shares and ADSs of VCP
(the Offering) by BNDES Participações S.A.-BNDESPAR (the "Selling
Shareholder"), a subsidiary of Banco Nacional de Desenvolvimento Econômico
e Social-BNDES (the Brazilian national development bank). We have attached
a copy of your letter to avoid reciting the facts that it presents. Unless
otherwise noted, each defined term in this letter has the same meaning as
in your letter.

Response:

On the basis of your representations and the facts presented, but
without necessarily concurring in your analysis, the Commission hereby
grants an exemption from Rule 101 of Regulation M to permit the
Distribution Participants, and their affiliates, in connection with their
role as market makers, to bid for or purchase Preferred Shares and ADSs of
VCP during the applicable restricted period for the distribution of the
Preferred Shares and ADSs of VCP. In particular, this exemption is based
on the facts that:

In common with other Brazilian public companies, the Preferred
Shares and ADSs are securities through which the public participates in
the capital stock of the Issuer -- in the same way that common equity is
typically the security through which the public participates in the
capital stock of a U.S. public company. If the Preferred Shares and the
ADSs were treated as non-voting common equity for purposes of Rule 405
and Regulation M, then given their ADTV and public float value, the
Preferred Shares and the ADSs would constitute actively-traded
securities within the meaning of Rule 101 and no exemption would be
necessary.

The Preferred Shares are a component of the Ibovespa, the IBX, and
the FGV-100, which are the three most widely followed market indices in
Brazil. The Ibovespa is the principal Brazilian market index and is
currently composed of 57 shares issued by 48 companies that collectively
represent the most liquid stocks traded on the BOVESPA during the 12
months prior to the readjustment date. The Preferred Shares are among
the 50 most actively traded securities on the BOVESPA.

Purchases by the Lead Manager and the other Distribution
Participants are unlikely to have a significant impact on the price of
the Preferred Shares and ADSs due to: (i) the high liquidity and
significant depth of the trading market in the Preferred Shares and
ADSs, particularly in light of the large ADTV and public float value,
and (ii) the large number of dealers who regularly place bids and offers
for, or continuously make markets in, the Preferred Shares and
ADSs.

The issuer is a company whose financial affairs are widely reported
on both in Brazil and internationally, and the Offering is expected to
be global in nature rather than domestic.

The Brazilian securities markets have legal safeguards designed to
prevent manipulation by market participants, including trade reporting
and sanctions for insider trading and price manipulation. These
safeguards are enforced by the CVM through regular market surveillance
and, when necessary, through sanctions.

This exemption is subject to the following conditions:

The Lead Manager shall provide to the Division of Market Regulation,
upon request, a daily time-sequenced schedule of all transactions by the
Lead Manager, the other Distribution Participants, and their affiliates,
in the Preferred Shares and ADSs of VCP made during the period
commencing five business days prior to the pricing of the Offering, and
ending when the distribution in the United States is completed or
abandoned, on a transaction-by-transaction basis, including:

size, broker (if any), time of execution, and price of each
transaction;

the exchange, quotation system, or other facility through which
the transaction occurred; and

whether the transaction was made for a customer account or a
proprietary account.

These records must be maintained by
the Lead Manager, the other Distribution Participants, and their
affiliates, for a period of at least two years from the date of the
termination of the distribution of ADSs and Preferred Shares of VCP;
and

The prospectus for the Offering must disclose that the Lead Manager,
the other Distribution Participants, and their affiliates, have been
exempted, consistent with this relief, from the provisions of Rule 101.

The foregoing exemption from Rule 101 is based solely on your
representations and the facts presented, and it is strictly limited to the
application of this rule to the proposed transactions. Such transactions
should be discontinued, pending presentation of the facts for our
consideration, if any material change occurs with respect to any of the
facts or representations.

In addition, your attention is directed to the anti-fraud and
anti-manipulation provisions of the federal securities laws, including
Section 9(a)(2) and 10(b) of the Securities Exchange Act of 1934, and Rule
10b-5 under the Exchange Act. Responsibility for compliance with these any
other applicable provisions of the federal securities laws must rest with
the Lead Manager, the other Distribution Participants, and their market
maker affiliates. We express no view with respect to any other questions
that the proposed transactions may raise, including, but not limited to,
the adequacy of disclosure concerning, and the applicability of any other
federal or state laws to, the proposed transactions.

For the Commission, by the Division of Market
Regulation, pursuant to delegated authority,